Business Services SISO

Business Services SISO

This Business Services SISO (the "Agreement") is made effective as of between Client Name: and Service Provider Name: .

Client Address:

Service Provider Address:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider has represented that it possesses the qualifications, experience and abilities necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform such services and Client will compensate Service Provider;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above in a timely and professional manner consistent with prevailing industry standards. Service Provider shall furnish all personnel, equipment and materials required to perform the services except as otherwise expressly provided in this Agreement.

Payment Terms

Invoices will be issued by Service Provider in accordance with the payment schedule. Payment is due within days of receipt of an undisputed invoice.

Unpaid amounts shall accrue interest at the lesser of or the maximum rate permitted by law, calculated monthly from the date due until paid.

Term and Termination

Term Start Date:    Term End Date:

This Agreement shall commence on the Term Start Date and shall continue until the Term End Date unless earlier terminated in accordance with this section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within a reasonable period, not to exceed 30 days after written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether oral, written, electronic or visual, including business plans, financial information, customer lists, technical data and trade secrets. Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they meet the legal definition of a trade secret.

Relationship of Parties

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency relationship between the parties. Service Provider is solely responsible for all taxes and benefits applicable to its personnel. By checking the box below, Service Provider confirms its independent contractor status.

I confirm that Service Provider is an independent contractor and not an employee of Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that State.

Entire Agreement

This Agreement, together with any attached schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons set forth below by hand, certified mail or nationally recognized courier service, and shall be effective upon receipt.

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